guard rooms. Beyond the walls he heard a babble of panic on the city streets. The first exit that he found led up to the second level, where no man had ever been.

He emerged on an ornate balcony, which overlooked the square where the trading booths stood. The force dome that had sheltered the city was gone. Lanny could look up and see the stars—and the endless parade of glowing freight spheres descending toward the earth. The air was clean, cold and wet with the sea mist.

In a sense the depressing, stifling city he had seen that afternoon was already gone—except for the bleak walls and the clatter of machine sounds. And, in the agony of its death, the city noise had become the scream of mechanized madness. A seething mass of vehicles choked every tier, fighting for space, grinding each other into rubble. Vehicles careened from the upper roads and plunged into the mass beneath.

At first it seemed a panic of machines. The people were trivial incidentals—bits of fluff which had been unfortunate enough to get in the way of the turning wheels. Then Lanny saw the walkaways, as crowded as the roads. A mass of humanity spewed through the doors of the luxury hotels, like run-off streams swelling the floodtide of a swollen river. Where were the Almost-men going? How could they escape? They had given their will and initiative to their machines; they could do nothing to help themselves.

Lanny saw an occasional opalescent bubble rise in the air. But inevitably, before it could move beyond the city, a force of blazing energy shot up from the lowest tier and brought the capsule down. Here and there in the darkness Lanny saw the furious blast of an energy gun, probing futilely into the chaos.

As the fire rose higher in the port wreckage, Lanny saw men fighting on the lower tier. They held the bridge and the trading square and they had taken the power center, which explained why the city was dark and why the force dome was gone. But they were still fighting to take the arsenal. A squad of guards held them off with energy guns; the men fought back from the darkness with weapons they had captured elsewhere.

Even now they hadn't discovered the truth; they still feared the enemy weapons. They still thought they must have guns of their own—machines of their own—in order to be free. Build your own world, Pendillo had said; don't go back to ours.

Lanny pushed through the throng on the walkway, trying to find an incline to the lower tier. Once or 

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